Nickel Resources Internatnl Hldgs : Announcements and Notices - Notice of 2019 Annual General Meeting

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Nickel Resources International Holdings Company Limited

鎳 資 源 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2889)

NOTICE OF 2019 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 annual general meeting (the "Annual General Meeting") of Nickel Resources International Holdings Company Limited 鎳資源國際控股 有限公司 (the "Company") will be held at the Macau Jockey Club Function Room, 1/F., China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Monday, 10 June 2019 at 11:00 a.m. for the following purposes:

1.To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the independent auditor for the year ended 31 December 2018.

2.To re-elect the following directors:

(a)To re-elect Mr. Dong Shutong as director.

(b)To re-elect Mr. Wang Ping as director.

(c)To re-elect Mr. Yang Tianjun as director.

3.To authorise the board of directors to fix the directors' remuneration.

4.To re-appoint PricewaterhouseCoopers as auditor and to authorise the board of directors to fix their remuneration.

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5.To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT

(i)subject to paragraph (ii) below, a general and unconditional mandate be and is hereby given to the directors of the Company to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to purchase its own shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong (the "Securities and Futures Commission") and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the rules and regulations of the Securities and Futures Commission and the Stock Exchange or of any other stock exchange as amended from time to time;

(ii)the aggregate number of shares of the Company to be purchased or agreed conditionally or unconditionally to be purchased by the Company pursuant to the approval in paragraph (i) above during the Relevant Period shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any subdivision or consolidation of shares of the Company after the date of passing of this resolution), and the said approval shall be limited accordingly; and

(iii)for the purpose of this resolution, "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:

(a)the conclusion of the next annual general meeting of the Company;

(b)the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

(c)the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held."

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6.To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT

(i)subject to paragraph (ii) below, a general and unconditional mandate be and is hereby given to the directors of the Company to exercise all the powers of the Company to issue, allot and deal with the unissued shares in the capital of the Company (the "Shares") and to make or grant offers, agreements and options which would or might require the exercise of such powers during or after the end of the Relevant Period (as hereinafter defined) in accordance with all applicable laws, rules and regulations;

(ii)the aggregate number of Shares issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with by the directors of the Company pursuant to the approval given in paragraph (i) above, otherwise than pursuant to:

(a)a Rights Issue (as hereinafter defined);

(b)the exercise of any option under a share option scheme or similar arrangement for the time being adopted by the Company for the grant or issue to eligible persons of Shares or rights to acquire Shares;

(c)any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares pursuant to the articles of association of the Company; or

(d)any specific authority granted or to be granted by the shareholders of the Company in general meeting;

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shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any subdivision or consolidation of shares of the Company after the date of passing of this resolution), and the said approval shall be limited accordingly; and

(iii)for the purpose of this resolution:

"Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:

(a)the conclusion of the next annual general meeting of the Company;

(b)the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

(c)the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held.

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange)."

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7.To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of ordinary resolutions no. 5 and no. 6 set out in the notice convening this meeting, the general mandate granted to the directors of the Company to exercise the powers of the Company to issue, allot and deal with the unissued shares of the Company pursuant to resolution no. 6 set out in the notice convening this meeting be and is hereby extended by the addition thereto the number of shares of the Company to be purchased by the Company under the authority granted pursuant to resolution no. 5 set out in the notice convening this meeting, provided that such number of shares in aggregate shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any subdivision or consolidation of shares after the date of passing of this resolution)."

For and on behalf of the Board

Nickel Resources International Holdings Company Limited

鎳 資 源 國 際 控 股 有 限 公 司

Dong Shutong

Chairman

30 April 2019

Notes:

1.All resolutions stated in this notice to be proposed at the Annual General Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the poll results will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2.A shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

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